MTN's $6.2 Billion Acquisition Of IHS: What Nigeria's Competition Authorities Will Look For

Introduction

On 17 February 2026, MTN Group and IHS Towers separately announced a proposed all cash transaction under which MTN would acquire the outstanding shares of IHS Towers that it does not already own, valuing the business at approximately $6.2 Billion and resulting in the delisting of IHS from the New York Stock Exchange.¹ The transaction follows earlier disclosures of negotiations and is intended to be completed after IHS finalises the disposal of its Latin American assets.²

This proposed acquisition represents a significant and high-profile consolidation of undertakings operating within Nigeria's communications sector, coming at a time when the telecommunications industry continues to attract substantial investment, having recorded approximately $392.92 million in foreign direct investment between January and September 2025. ³

MTN Group has presented the transaction as a strategic reintegration of critical telecommunications infrastructure, allowing it to internalise margins currently paid to tower operators, benefit from incremental third party revenues, improve cost predictability and unlock long term value across its African operations.⁴ IHS Towers has emphasised that the transaction provides certainty and immediate value for its shareholders, marking the culmination of its strategic review process, with strong shareholder support already secured. Completion remains subject to shareholder and regulatory approvals.⁵

On 18 February 2026, the Honourable Minister of Communications Innovation and Digital Economy issued a public statement acknowledging the proposed acquisition and reaffirming the strategic importance of telecommunications infrastructure to Nigeria's digital economy, national security and economic development.⁶ The Honourable Minister, Dr. Bosun Tijani, indicated that the Ministry would undertake a thorough assessment of the transaction in collaboration with relevant regulatory authorities to ensure that any market consolidation protects consumers, safeguards investments and preserves long term sector sustainability.⁷

Read together, the statement of the Honourable Minister suggests that market structure and competition considerations will be taken into account as part of the regulatory approval process for the transaction. In this article, I set out the analytical framework that the Nigerian competition authorities are likely to apply when reviewing the transaction to assess whether it raises potential competition concerns for the purposes of merger clearance.

Merger Control in the Communications Sector

In Nigeria, both the Federal Competition and Consumer Protection Commission (FCCPC) and the Nigerian Communications Commission (NCC) are authorised under their respective establishing statutes to review mergers in the communications sector for competition law purposes. MTN and IHS are both holders of communications licenses and are therefore subject to both the FCCPC regime and the sector specific regulatory oversight of the NCC. However, the jurisdictional thresholds and notification triggers applied by the FCCPC and the NCC differ in material respects.

Under the FCCPC regime, paragraphs 2.1 and 2.2 of the Merger Review Guidelines 2020 (MRGs) state that a merger is notifiable where a relevant merger situation is created or is expected to be created. Paragraph 2.3 of the MRGs states that a relevant merger situation arises where two cumulative conditions are met. First, two or more undertakings are brought under common control, or arrangements are in progress or contemplation that would result in such undertakings coming under common control. Second, either the Nigerian turnover of the target undertaking in the preceding financial year exceeds the prescribed threshold, or the combined Nigerian turnover of the merging undertakings exceeds the prescribed threshold, commonly referred to as the turnover test.

By contrast, regulation 27 of the Competition Practices Regulations 2007 issued by the NCC adopts a different approach. Transactions are notifiable to the NCC where they involve the acquisition of more than ten percent of the shares of a communications licensee, result in a change of control of a communications licensee, or involve the direct or indirect transfer or acquisition of an individual licence previously granted by the NCC pursuant to the Nigerian Communications Act.

Under both the FCCPC and NCC standards, the element of control is clearly satisfied in this transaction. Section 92 (2) of the Federal Competition and Consumer Protection Act (FCCPA) defines control broadly, including situations where an undertaking owns more than half of the issued share capital, can exercise a majority of voting rights, appoint or veto a majority of directors, acts as a holding company, or is otherwise able to materially influence the policy of another undertaking in a manner comparable to these forms of control.

Notwithstanding the satisfaction of the control element, notification to the FCCPC remains contingent on meeting the applicable turnover thresholds. Where the combined annual turnover of the merging undertakings in, into or from Nigeria equals or exceeds NGN 1 Billion, or the annual turnover of the target undertaking equals or exceeds NGN 500 Million, the transaction is notifiable. Where these thresholds are not met, the transaction falls

outside the FCCPC notification regime. The NCC, however, applies no turnover threshold. Accordingly, irrespective of turnover considerations, the transaction is notifiable to the NCC.

The substantive test for merger review

The substantive standard of review applied by the FCCPC in assessing mergers is the test of substantial prevention or lessening of competition (SPLC), whereas the NCC applies the test of substantial lessening of competition (SLC). Both the FCCPC and NCC focus on transactions that may lessen competition in the market. The term may, as used by both agencies in the context of mergers, reflects established antitrust principles from United States case law and the legislative and regulatory intent. It indicates that, when reviewing a proposed merger against the substantive test, the agencies are concerned with a reasonable probability that the transaction will result in a SPLC or SLC, rather than with absolute certainty. Consequently, any determination by the FCCPC or NCC that a merger substantially lessens competition is based on the likelihood of such an outcome rather than a definite occurrence.

Competition Concerns and Theories of Harm in Mergers

Not all mergers are anti-competitive. Nonetheless, competition authorities recognise three principal sources of potential harm to competition and consumers, commonly referred to as theories of harm. While the NCC has not formally adopted these, the FCCPC explicitly applies them:

I. Unilateral effects These arise in horizontal mergers where competition between merging firms is eliminated. The post-merger firm may profitably raise prices, reduce output, or diminish quality, variety, or innovation. Competitors may also respond by raising prices if customers switch to them, creating a non-collusive oligopoly.

II. Coordinated effects These may occur in horizontal or vertical mergers when a transaction strengthens conditions that enable market participants, including the post-merger firm, to coordinate behaviour, allowing firms to increase prices or reduce quality collectively.

III. Vertical effects Vertical mergers, involving firms at different supply chain levels, are generally presumed unlikely to harm competition and may generate efficiencies.8 However, they can be problematic if the post-merger firm leverages market power in one market to foreclose competition in another, for instance by restricting access to essential inputs. ⁹

Analytical Framework

The analytical framework applied by the FCCPC and NCC for assessing the competitive effects of a merger begins with the definition of the relevant market, which comprises both the relevant product market and the relevant geographic market. The relevant product market is defined in terms of products and the set of products that customers regard as close substitutes.¹⁰

In defining the relevant product market, the FCCPC applies the small but significant non-transitory increase in price (SSNIP) test, also known as the hypothetical monopolist test (HMT).¹¹ The SSNIP test examines whether consumers confronted with a hypothetical small but permanent price increase, typically in the range of 5 to 10 per cent, would switch to alternative substitute products, or whether suppliers of similar products located elsewhere would enter the market.¹² If a price increase induces a sufficient number of consumers to switch to substitutes, or incentivises suppliers of these substitutes to enter the market, rendering the price increase unprofitable, those substitute products are considered part of the relevant market, as the initial market would be deemed too narrow. This process is repeated until consumers are unable to switch due to the unavailability of alternatives. In general, products that are substitutable are regarded as belonging to the same relevant market.¹³

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